UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 
Arya Sciences Acquisition Corp.
(Name of Issuer)
 
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
G3165V109
(CUSIP Number)
 
December 31, 2020
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ☐ Rule 13d-1(b)
  ☒ Rule 13d-1(c)
  ☐ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

     

 

CUSIP No. G3165V109 SCHEDULE 13G Page 2 of 9

 

 

1

NAME OF REPORTING PERSON

 

Governors Lane Master Fund LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, USA

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

 

     

 

CUSIP No. G3165V109 SCHEDULE 13G Page 3 of 9

 

 

1

NAME OF REPORTING PERSON

 

Governors Lane LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, USA

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

 

     

 

CUSIP No. G3165V109 SCHEDULE 13G Page 4 of 9

 

 

1

NAME OF REPORTING PERSON

 

Governors Lane Fund General Partner LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, USA

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

 

     

 

CUSIP No. G3165V109 SCHEDULE 13G Page 5 of 9

 

 

1

NAME OF REPORTING PERSON

 

Isaac Corre

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York, USA

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 
12

TYPE OF REPORTING PERSON

 

IN, HC

 

 

 

     

 

CUSIP No. G3165V109 SCHEDULE 13G Page 6 of 9

 

 

Item 1. (a) Name of Issuer
     
  Arya Sciences Acquisition Corp.
     
  (b) Address of Issuer’s Principal Executive Offices
     
  51 Astor Place, 10th Floor
  New York, NY, 10003
     
Item 2. (a) Name of Person Filing
     
  This statement is being filed by (i) Governors Lane Master Fund LP, (ii) Governors Lane LP, (iii) Governors Lane Fund General Partner LLC and (iv) Isaac Corre. Governors Lane LP serves as discretionary investment manager to Governors Lane Master Fund LP. Governors Lane Fund General Partner LLC is the general partner of Governors Lane Master Fund LP. Mr. Corre is the chief executive officer of Governors Lane LP and the managing member of Governors Lane Fund General Partner LLC.
     
  (b) Address of Principal Business Office or, if none, Residence
     
  The address of the principal business office of Governors Lane LP is 510 Madison Avenue, 11th Floor, New York, NY 10022. The address of the principal business office of the remaining Reporting Persons is c/o Governors Lane LP, 510 Madison Avenue, 11th Floor, New York, NY 10022.
     
  (c) Citizenship
     
    (i)   Governors Lane LP is a Delaware limited partnership.
     
    (ii)  Governors Lane Master Fund LP is a Cayman Islands exempted limited partnership.
     
    (iii)  Governors Lane Fund General Partner LLC is a Delaware limited liability company.
     
    (iv)  Isaac Corre is a United States citizen.
     
  (d) Title of Class of Securities
     
  Class A Common Stock, par value $0.0001 per share, referred to herein as the “Class A Common Stock.”
     
  (e) CUSIP No.
     
  G3165V109
   

 

     

 

CUSIP No. G3165V109 SCHEDULE 13G Page 7 of 9

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
       
  (a)  ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
  (b)  ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c)  ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
  (d)  ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
  (e)  ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f)  ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g)  ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h)  ☐  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i)  ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j)  ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
       
  (k)  ☐ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:  Not applicable; 

 

     

 

CUSIP No. G3165V109 SCHEDULE 13G Page 8 of 9

 

 

Item 4. Ownership
   
  (a) Amount Beneficially Owned:  See Row 9 of the cover sheet for each Reporting Person.
   
  (b) Percent of Class:  See Row 11 of the cover sheet for each Reporting Person.
   
  (c) Number of shares as to which the person has:
   
 

(i)   Sole power to vote or to direct the vote:

(ii)  Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

 

See Rows 5-8 of the cover sheet for each Reporting Person.

 

The percentages used in this filing are calculated based upon 14,375,000 shares of Class A Common Stock reported to be outstanding on the Form 10-Q filed by the Issuer on May 8, 2020.

   
Item 5. Ownership of Five Percent or Less of a Class
   
 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following box ☒.

   
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
   
  Not applicable.
   
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
   
  Not applicable.
   
Item 8. Identification and Classification of Members of the Group
   
  Not applicable.
   
Item 9. Notice of Dissolution of Group
   
  Not applicable.
   
Item 10. Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

  8  

 

CUSIP No. G3165V109 SCHEDULE 13G Page 9 of 9

 

 

SIGNATURE

 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2021

  Governors Lane Master Fund LP  
         
  By: /s/ Olivia Maginley  
    Name: Olivia Maginley  
    Title: Authorized Signatory  
         
  Governors Lane LP  
         
  By: /s/ Olivia Maginley  
    Name: Olivia Maginley  
    Title: General Counsel & Chief Compliance Officer  
         
  Governors Lane Fund General Partner LLC  
         
  By: /s/ Olivia Maginley  
    Name: Olivia Maginley  
    Title: Authorized Signatory  

 

  /s/ Isaac Corre  
  Name: Isaac Corre  
       

 

 

     

 

EXHIBIT 1

 

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: February 16, 2021

  Governors Lane Master Fund LP  
         
  By: /s/ Olivia Maginley  
    Name: Olivia Maginley  
    Title: Authorized Signatory  
         
  Governors Lane LP  
         
  By: /s/ Olivia Maginley  
    Name: Olivia Maginley  
    Title: General Counsel & Chief Compliance Officer  
         
  Governors Lane Fund General Partner LLC  
         
  By: /s/ Olivia Maginley  
    Name: Olivia Maginley  
    Title: Authorized Signatory  

 

  /s/ Isaac Corre  
  Name: Isaac Corre  
       

 

 

     

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